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.BBOTIBO *SPO 4UFFM $PNQBOZ -JNJUFE
(A limited company incorporated in the People’s Republic of China)
(Stock code: 00323)
ANNOUNCEMENT ON THE PROPOSED ISSUE OF
PRC CORPORATE BONDS
On March 30, 2022, the fifty-ninth meeting of the ninth session of the board of directors of Maanshan Iron & Steel Company Limited (the “Company“) considered and approved the resolution on the issuance of corporate bonds (the “Corporate bonds“) in the People’s Republic of China (the “PRC“). The implementation of the resolution will be subject to the approval of the shareholders of the Company at the general meeting and the approval of the competent regulatory authorities.
I. DECLARATION ON THE SATISFACTION OF THE ISSUE CONDITIONS FOR CORPORATE BONDS
In accordance with the Company Law of the People’s Republic of China, the Securities Law of the People’s Republic of China, the measures for the administration of the issuance of securities by listed companies, the measures for the issuance and the trading of corporate bonds and other relevant laws, regulations and normative documents, the board of directors, after having made a serious analysis and study of the eligibility of the Company to issue Corporate Bonds , is of the opinion that the Company satisfies the requirements and conditions for the issuance of the Corporate Bonds.
II. SHOW PREVIEW
(I) Issue Size
The issue size of the corporate bonds will not exceed RMB 10 billion (including RMB 10 billion, and the final size will be subject to the approval of regulatory authorities). The specific issue scale will be proposed to the general meeting to authorize the board of directors or its authorized person(s) to determine, within the above-mentioned framework, according to the relevant requirements of national laws, regulations and securities regulatory authorities, as well as the Company’s actual needs and market conditions at the time of issuance.
(II) Nominal value and issue price
The nominal value of corporate bonds is 100 RMB, issued at face value.
The maturity period of the issue of the Corporate Bonds will not exceed 3 years (inclusive) and may be single term or multi-term. The specific term structure of the maturity and issue size of each type of Corporate Bond issue will be proposed to the general meeting to authorize the board of directors or its person(s) permitted to be determined based on the actual needs of the Company and market conditions at the time of issue, and will be disclosed in the prospectus relating to the offering of the Corporate Bonds.
(IV) Coupon Rate and Principal and Interest Repayment
Corporate bonds are fixed rate bonds. Interest is calculated annually using the simple interest method and no additional interest will be accrued overdue. The coupon rate of the Corporate Bonds will be determined by constitution of an order book according to market conditions, and will be proposed to the general meeting to authorize the board of directors or its person(s) ) authorized, together with the lead manager, to be determined in accordance with the applicable national regulations and the results of the bookbuilding.
Corporate bond interest is paid in annual installments and the last phase will be paid with the principal, which is due at maturity.
(V) Issuance Methods
After registering with the China Securities Regulatory Commission (the “CSRC“), the corporate bonds will be publicly issued in the PRC in tranches.
(VI) Issuance objective and distribution arrangement to the shareholders of the Company
The target subscribers of these corporate bonds are professional investors who meet the criteria of the Securities Law of the People’s Republic of China (ʕശɛ͏ձᗇՎج’) (Revised 2019), Administrative Measures for the Issuance and Trading of Corporate Bonds (ʮ̡වՎ ೯Бၾʹ၍ଣ፬ج’), Administrative Measures for the Eligibility of Investors in Securities and Futures (ᗇՎಂҳ༟٫ቇ၍ଣ፬ ج’) and the administrative measures of the Shanghai Stock Exchange regarding the suitability of investors in the bond market (ɪऎᗇՎʹהවՎ̹ఙ ҳ༟٫ቇ၍ଣ፬ج’) to participate in the subscription and transfer of bonds (except those prohibited by national laws and regulations upon purchase).
These Corporate Bonds will not be preferentially allocated to shareholders of the Company for placement.
(VII) Product use
After deducting issue costs, the funds raised through this corporate bond issue will be used to repay interest-bearing debt and replenish working capital. The specific use will be proposed to the general meeting to authorize the board of directors or its authorized person(s) to determine within the above-mentioned framework according to the financial situation and the capital needs of the Company.
This request for a public issue of corporate bonds is not guaranteed.
(IX) Company Solvency and Reimbursement Guarantee Measures
The Company has good credit and will entrust a suitably qualified credit rating agency with the credit rating of the Company for the public issue of the Corporate Bonds. In the circumstances of any scheduled failure to pay any amount of principal or interest of the Corporate Bonds as scheduled or any default of payment of any principal or interest amount of the Corporate Bonds as scheduled when due after the issue of the Corporate Bonds, the Company will take at least the following measures, and will propose to the general meeting to authorize the board of directors or its authorized person(s) to proceed with all matters relating to the following measures:
1. suspension of the distribution of profits to shareholders;
2. the suspension of investment projects such as substantial external investments, acquisitions and mergers;
3. reduction or suspension of the payment of attendance fees and bonuses for directors and general management.
(X) Method of subscription
It is proposed that the primary subscribers subscribe for the bonds by means of a stand-by commitment.
(XI) Bond listing terms
Upon completion of the proposed issuance of the Corporate Bonds and satisfaction of listing conditions, the Company will promptly submit an application to the Shanghai Stock Exchange for listing and public trading of the Corporate Bonds. It will be proposed to the general meeting to authorize the board of directors or its authorized person(s) to ensure the listing and trading of the Corporate Bonds in accordance with the regulations in force on the stock exchange.
(XI) Validity of resolution
The period of validity of the Company’s proposal to issue the Corporate Bonds will be valid for 36 months from the date of approval of the proposal to issue examined at the general meeting of the Company.
During the above-mentioned period of validity, if the Company submits the registration of the issue of the Corporate Bonds to the CSRC, the period of validity of this general meeting resolution for the issue of the Corporate Bonds shall be valid from the date of examination and approval by the general meeting on the expiry date of the authorization of the CSRC for the recording of this issue. During the aforementioned period of validity, the general meeting of the Company may convene a separate general meeting of shareholders relating to the issue of the Corporate Bonds to decide to terminate or extend the period of validity of this resolution.
In order to ensure the legal and efficient realization of the public issuance of corporate bonds, in accordance with relevant laws and regulations such as the Securities Law of the People’s Republic of China and the administrative measures on the issuance and the transaction of corporate bonds, as well as in accordance with the relevant provisions of the articles of association, it is proposed to the general meeting to authorize the board of directors or its authorized person(s) to deal, in its sole discretion, matters relating to the issuance of bonds, including, but not limited to:
1. within the framework authorized by the laws and regulations, with reference to the specific conditions of the market and the Company, formulate the specific proposal for the public issue of bonds, and modify and adjust the specific issue conditions relating to the bond issue, including but not limited to the specific issue size, maturity, coupon rate and its methods of determination, time of issue, whether to issue by tranches and the number of tranches and their respective sizes to be issued, whether to provide embedded options such as redemption, coupon rate adjustment and redemption, whether to provide collateral agreements and collateral methods, term and principal and interest repayment methods, transfer methods, determination of the specific use and percentage of the amount of funds raised, and agreements to guarantee repayment (including safeguard measures for the repayment of ns the framework of the emission proposal) etc. and all matters relating to the issuance of the Corporate Bo sd;
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